Allianz Annual Report 2012

Corporate Governance Report Good corporate governance is essential for sustainable business performance. That is why the Board of Manage- ment and the Supervisory Board attach great importance to complying with the recommendations of the German Corporate Governance Code (referred to hereinafter as the “Code”). ­Allianz SE complies with all of the current Code’s recommendations and suggestions. The Declaration of Confor­mity issued by the Board of Management and Super- visory Board on 12 December 2012 and the company’s posi- tion regarding the Code’s suggestions can be found in the Statement on Corporate Management pursuant to § 289a of the HGB starting on page 69. Corporate Constitution of the European Company As a European Company, ­Allianz SE is subject to special ­EuropeanSEregulationsandtheGermanlawimplementing the European Company in addition to German stock corpo- ration law. The main features of the company’s existing corporate constitution – in particular the two-tier board system (Board of Management and Supervisory Board) and the principle of equal employee representation on the Super­visory Board – have been maintained by ­Allianz SE. For further details on the differences between a German stock corporation and a European Company with a regis- tered office in Germany, please refer to www.allianz.com/ allianz-se. Function of the Board of Management The Board of Management manages ­Allianz SE and the ­AllianzGroup.Itcurrentlycompriseselevenmembersfrom several countries. Its responsibilities include setting busi- nessobjectivesandthestrategicdirection,coordinatingand supervising the operating entities, as well as implementing and overseeing an efficient risk management system. In this context, the Board of Management is responsible for monitoring adherence to statutory provisions and official regulations. The Board of Management also prepares the quarterly and half-yearly financial reports, as well as the consolidated Annual Report of the Group and the Annual Report of ­Allianz SE. The members of the Board of Management are jointly re- sponsible for overall management. Notwithstanding the overall responsibility of all members of the Board of Man- agement, the individual members of the Board head the departments they have been assigned independently and at their own responsibility. There are divisional responsi- bilities for business segments as well as functional respon- sibilities. The latter include the Chairman’s division, the Finance-, Risk Management- and Controlling-Function, Investments, Operations, Human Resources, and Legal and Compliance. Business division responsibilities focus on geographic regions or operating segments, such as Asset Management. Rules of Procedure specify in more detail the work of the Board of Management. Such rules set out the specificresponsibilitiesofBoardmembers,mattersreserved forthewholeBoardandotherproceduresnecessarytopass resolutions. The Board of Management meets regularly and meetings are convened by its Chairman, who coordinates the Board’s activities. Each member of the Board may request a meeting providing notification of the proposed resolution. The Board takes decisions by ordinary resolution of partici­ pating members. In the event of a tie, the Chairman casts the deciding vote. The Chairman can also veto decisions. However, he cannot impose any decisions against the ­majority vote of the Board of Management. 69 Statement on Corporate Manage- ment pursuant to § 289a of the HGB www Societas Europaea B Corporate Governance 63 Corporate Governance Report 69 Statement on Corporate Management pursuant to § 289a of the HGB 71 Takeover-related Statements and Explanations 74 Remuneration Report Annual Report 2012 Allianz Group 63